NBGV NewBridge Global Ventures Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement

On April 12, 2019, NewBridge Global Ventures, Inc., a Delaware Corporation (the “Company”) and Hydro Dynamics, Inc., a Georgia corporation (“Hydro”) entered into a technology license agreement (the “Agreement”), whereby the Company would license from Hydro certain Hydro-owned technology and associated intellectual property including the ShockWave Power Reactor/Extractor, such intellectual property being useful in a variety of industries including but not limited to those industries which extract, mix, heat, hydrate, homogenize and crystallize materials (the “Hydro Technology”). Pursuant to the terms and subject to the conditions set forth in the Agreement, the Company shall, in consideration for licensing the Hydro Technology from Hydro, furnish to Hydro: (i) a one-time lump-sum cash payment of $60,000 (the “Cash Payment”) no later than July 3, 2019; (ii) four semiannual payments of $125,000 each for an aggregate of $500,000 in payments beginning on January 15, 2020 and culminating with a final payment on July 15, 2021, such $500,000 is convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price of $1.00 per share or the market price at the time of conversion but not less than $0.75 per share  (the “Convertible Payment”); (iii) 2,125,000 shares of the Company’s Common Stock (the “Stock Payment”) and (iv) an annual license fee of $100,000 no later than January 15 of each year of the Term beginning in 2022 (the “License Fee,” and together with the Convertible Payment, the Stock Payment and the Cash Payment, the “Hydro Fees”). In addition to the Hydro Fees, Hydro and the Company agreed to enter into a revenue-sharing plan whereby the Company will furnish to Hydro 3% of net revenues from the Company derived by the Company’s sale or lease of certain technologies (the “Revenue-Sharing Arrangement”) and Hydro is further permitted to sell certain stand-along products to third-parties in exchange for paying to the Company a participation fee for any such third-party sales (the “Hydro Sales”). The agreement is perpetual, subject to the Company’s right to terminate the agreement at the end of the Company’s 2025 fiscal year (the “Term”). 

The foregoing is merely a summary of the Agreement, the Hydro Fees, the Revenue-Sharing Arrangement and the Hydro Sales, and is qualified in its entirety by the full text of the Agreement, a copy of which is attached as Exhibit 10.1 hereto.